RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Report on proceedings at the annual general meeting and changes to important functions of directors

Report on proceedings at the annual general meeting and changes to important functions of directors

RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
JSE ordinary share code: RMI
("RMI" or "the company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO IMPORTANT FUNCTIONS OF DIRECTORS

1. Report on proceedings at the annual general meeting

At the ninth annual general meeting ("AGM" or “meeting”) of the shareholders of RMI held on Thursday, 14 November 2019, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, RMI confirms the voting statistics from the AGM as follows:

                                                                                                                           Shares voted            Shares abstained
                                                                       Votes cast disclosed as a                           disclosed as a          disclosed as a
                                                                     percentage in relation to the                         percentage in           percentage in
Resolutions                                                         total number of shares voted at     Number of          relation to the total   relation to the total
                                                                             the meeting                shares voted       issued share capital*   issued share capital*

                                                                         For           Against
Ordinary resolutions

Ordinary resolutions number 1.1 to 1.6:
Re-election of directors
   1.1 Peter Cooper                                                      98.33%        1.67%            1 263 383 817      82.48%                  0.02%
   1.2 Sonja Emilia Ncumisa de Bruyn                                     97.09%        2.91%            1 263 383 817      82.48%                  0.02%
   1.3 Lauritz Lanser Dippenaar                                          98.52%        1.48%            1 263 383 417      82.48%                  0.02%
   1.4 Jan Jonathan Durand                                               95.23%        4.77%            1 263 383 417      82.48%                  0.02%
   1.5 Per-Erik Lagerström                                               99.61%        0.39%            1 263 383 417      82.48%                  0.02%
   1.6 Mafison Murphy Morobe                                             99.93%        0.07%            1 263 383 417      82.48%                  0.02%

Advisory endorsement of remuneration policy                              79.65%        20.35%           1 263 293 123      82.47%                  0.03%

Advisory endorsement of remuneration implementation report               79.55%        20.45%           1 263 291 443      82.47%                  0.03%

Ordinary resolution number 2: Place 5% of the authorised ordinary
shares under the control of the directors                                93.74%        6.26%            1 263 379 709      82.48%                  0.02%

Ordinary resolution number 3: General authority to issue ordinary
shares for cash                                                          85.48%        14.52%           1 263 379 995      82.48%                  0.02%

Ordinary resolution number 4: Approval of re-appointment of
auditor                                                                  99.89%        0.11%            1 263 381 445      82.48%                  0.02%

Ordinary resolutions number 5.1 to 5.4:
Appointment of the company’s audit and risk committee members
   5.1 Johan Petrus Burger                                               99.26%        0.74%            1 263 383 417      82.48%                  0.02%
   5.2 Sonja Emilia Ncumisa de Bruyn                                     99.03%        0.97%            1 263 383 417      82.48%                  0.02%
   5.3 Per-Erik Lagerström                                               99.62%        0.38%            1 263 383 417      82.48%                  0.02%
   5.4 James Andrew Teeger                                               99.29%        0.71%            1 263 383 417      82.48%                  0.02%

Ordinary resolution number 6: Signing authority                          100.00%       0.00%            1 263 387 425      82.48%                  0.02%

Special resolutions

Special resolution number 1: Approval of non-executive directors’
remuneration with effect from 1 December 2019                            99.86%        0.14%            1 263 345 419      82.47%                  0.02%

Special resolution number 2: General authority to repurchase
company shares                                                           98.94%        1.06%            1 263 369 556      82.48%                  0.02%

Special resolution number 3: Issue of shares, convertible securities
and/or options to persons listed in section 41(1) of the Companies
Act for the purposes of their participation in a reinvestment option     98.09%        1.91%            1 263 379 067      82.48%                 0.02%

Special resolution number 4: Financial assistance to directors,
prescribed officers and employee share scheme beneficiaries              91.23%        8.77%            1 259 524 267      82.22%                 0.27%

Special resolution number 5: Financial assistance to related and
inter-related entities                                                   99.62%        0.38%            1 263 381 037      82.48%                 0.02%

*Total issued share capital is 1 531 807 770 ordinary shares. 

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

2. Changes to important functions of directors

RMI shareholders are advised of the following changes to subcommittees of the board of RMI:
- Mr Per Lagerström takes over from Ms Sonja de Bruyn as chairperson of the audit and risk committee. Ms Sonja de Bruyn remains a member of this committee.
- Mr Johan Burger takes over from Ms Sonja de Bruyn as chairperson of the remuneration committee. Ms Sonja de Bruyn remains a member of this committee.
- Mr Peter Cooper resigns as a member of the investment committee.

These changes are implemented with immediate effect.

Sandton
15 November 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 15/11/2019 09:41:00
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